The RealReal Inc.

02/26/2026 | Press release | Distributed by Public on 02/26/2026 15:39

Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

Management's Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion of our financial condition and results of operations should be read together with our financial statements and related notes and other financial information included in this Annual Report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Annual Report, particularly in the section titled "Risk Factors." Our historical results are not necessarily indicative of the results that may be expected for any period in the future.
Overview
We are the world's largest online marketplace for authenticated resale luxury goods. We are revolutionizing luxury resale by providing an end-to-end service that unlocks supply from consignors and creates a trusted, curated online marketplace for buyers globally. Since our inception in 2011, we have cultivated a loyal and engaged consignor and buyer base through our investments in our technology platform, logistics infrastructure and people. We offer a wide selection of authenticated, primarily pre-owned luxury goods on our online marketplace bearing the brands of thousands of luxury and premium designers. We offer products across multiple categories including women's and men's fashion, fine jewelry and watches. We have built a vibrant online marketplace that we believe expands the overall luxury market, promotes the recirculation of luxury goods and contributes to a more sustainable world.
We have transformed the luxury consignment experience by removing the friction and pain points inherent in the traditional consignment model. Our growth playbook centers on scalable supply engine, and helps us forge enduring relationships with our consignors. We offer concierge at-home consultation and pickup as well as virtual consultations. Consignors may also drop off items at our luxury consignment offices. Our retail stores provide an alternative location to drop off consigned items and an opportunity to interact with our authentication experts. Consignors may also utilize our complimentary shipping directly to our authentication centers. We leverage our proprietary transactional database and market insights from over 50 million item sales since our inception to deliver optimal pricing and rapid sell-through. For buyers, we offer highly coveted and exclusive authenticated pre-owned luxury goods at attractive values, as well as a high-quality experience befitting the products we offer. Our online marketplace is powered by our proprietary technology platform, including consumer facing applications and purpose-built software that supports our complex, single-SKU inventory management system.
The substantial majority of our revenue is generated by consignment sales. We also generate revenue from other services and direct sales.
Consignment revenue. When we sell goods through our online marketplace or retail stores on behalf of our consignors, we retain a percentage of the proceeds, which we refer to as our take rate. Take rates vary depending on the total value of goods sold through our online marketplace on behalf of a particular consignor as well as the category and price point of the items. In 2025 and 2024, our overall take rate on consigned goods was 37.7% and 38.4% respectively. The decrease in our take rate was due to sales mix into higher value items. Additionally, we earn revenue from our subscription program, First Look, in which we offer buyers early access to the items we sell in exchange for a monthly fee.
Direct revenue. When we accept out of policy returns from buyers, or when we make direct purchases from businesses and consignors, we take ownership of goods and retain 100% of the proceeds when the goods subsequently sell through our online marketplace or retail stores.
Shipping services revenue. When we deliver purchased items to our buyers, we charge shipping fees to buyers for the outbound shipping and handling services. We also generate shipping services revenue from the shipping fees for consigned products returned by our buyers to us within policy. Shipping services revenue is recognized net of immaterial buyer incentives and excludes the effect of sales tax.
We generate revenue from orders processed through our website, mobile app and retail stores. Our omni-channel experience enables buyers to purchase anytime and anywhere. We have a global base of more than 40 million members as of December 31, 2025. A member is any user who has registered an email address on our website or downloaded our mobile app, thereby agreeing to our terms of service.
Factors Affecting Our Performance
To analyze our business performance, determine financial forecasts and help develop long-term strategic plans, we focus on the factors described below. While each of these factors presents significant opportunity for our business, collectively, they also pose important challenges that we must successfully address in order to sustain our growth, improve our operating results and achieve and maintain our profitability.
Consignors and Buyers
Consignor growth and retention. We grow our sales by increasing the supply of luxury goods offered through our consignment online marketplace. We grow our supply both by attracting new consignors and by creating lasting engagement with existing consignors. We generate leads for new consignors through our advertising activity and through the activity of our sales team. Our sales professionals, who are trained and incentivized to identify and source high-quality, coveted luxury goods, convert those leads into active consignors. Our sales professionals form a consultative relationship with consignors and deliver a high-quality, full-service consigning experience. Our existing relationships with consignors allow us to unlock valuable supply across multiple categories, including women's fashion, men's fashion, jewelry and watches.
We measure the ratio of demand versus supply in a given period, which we refer to as our online marketplace sell-through ratio. Sell-through ratio is defined as GMV in the period divided by the aggregate initial value of items added to our online marketplace in the period. In 2025, our online marketplace sell-through ratio was over 80%.
Our growth has been driven in significant part by repeat sales by existing consignors concurrent with growth of our consignor base. In 2025 and 2024, repeat consignors accounted for over 80% of GMV.
Buyer growth and retention. We grow our business by attracting and retaining buyers. We attract and retain buyers by offering highly coveted, authenticated, pre-owned luxury goods at attractive values and delivering a high-quality, luxury experience. We measure our success in attracting and retaining buyers by tracking buyer satisfaction and purchasing activity over time. If we fail to continue to attract and retain our buyer base to our online marketplace, our operating results could be adversely affected.
We believe there is substantial opportunity to grow our business by having buyers also become consignors and vice versa. As of December 31, 2025, 16% of our buyers during the last twelve months also consigned items, and 50% of our consignors also made purchases. We believe this approach effectively captures the flywheel effect that strengthens the network dynamics of our online marketplace. If we fail to continue to attract and retain our buyer base to our online marketplace, our operating results would be adversely affected. The graph below shows the percentage of GMV in each year from buyers who have participated as both buyers and consignors on our online marketplace. GMV attributable to consigning activity of such buyers is not included. Our GMV from buyers who are also consignors has increased over time due to the effectiveness of our flywheel and more recently through tools to encourage flywheel behavior like the "Reconsign" module on our platform.
Buyer acquisition cost.Our financial performance depends on effectively managing the expenses we incur to attract and retain buyers. We closely monitor our efficiency in acquiring new buyers. Our buyer acquisition cost ("BAC") for a given period is comprised of our total advertising spend for acquiring both buyers and consignors, which is principally the cost of television, digital and direct mail advertising, divided by the number of buyers acquired in that period. We adjust or re-allocate our advertising in real-time to optimize our spend across channels, buyer demographics and geographies to improve our return on advertising spend. Our BAC may vary from year to year, depending upon when we choose to make more significant investments.
Scaling operations and technology.To support the future growth of our business, we continue to invest in physical infrastructure, technology and talent. We principally conduct our intake, authentication, merchandising and fulfillment operations in our leased authentication centers located in Arizona and New Jersey comprising an aggregate of approximately 1.4 million square feet of space. We also operate retail stores in several geographies. In addition to scaling our physical infrastructure, growing our single-SKU business operations requires that we attract, train and retain highly-skilled personnel for purposes of authentication, copywriting, merchandising, pricing and fulfilling orders. We have invested substantially in technology to automate our operations and support growth. We have continued to elevate our authentication operations through the combination of technology, our proprietary data, and artificial intelligence capabilities to support efficiency and quality. We continue to strategically invest in technology, as innovation positions us to scale and support growth into the future.
Seasonality.Historically, we have observed trends in seasonality of supply and demand in our business. Specifically, our supply increases in the third and fourth quarters, and our demand increases in the fourth quarter. As a result of this seasonality, we typically see stronger AOV and more rapid sell-through in the fourth quarter.
Key Financial and Operating Metrics
The key operating and financial metrics that we use to assess the performance of our business are set forth below for 2025, 2024, and 2023.
Year Ended December 31,
2025 2024 2023
(In thousands, except AOV and percentages)
GMV $ 2,130,007 $ 1,829,463 $ 1,725,983
NMV $ 1,614,120 $ 1,382,875 $ 1,269,880
Consignment revenue
$ 535,877 $ 473,396 $ 415,572
Direct revenue
$ 91,091 $ 64,580 $ 79,160
Shipping services revenue $ 65,877 $ 62,508 $ 54,572
Number of orders 3,587 3,359 3,300
Take rate 37.7 % 38.4 % 37.5 %
Active buyers 1,056 972 922
AOV $ 594 $ 545 $ 523
Gross Merchandise Value ("GMV")
GMV represents the total amount paid for goods across our online marketplace in a given period. We do not reduce GMV to reflect product returns or order cancellations, which totaled 24.2%, 24.4% and 26.4% of GMV in 2025, 2024 and 2023, respectively. GMV includes amounts paid for both consigned goods and our inventory net of platform-wide discounts and excludes the effect of buyer incentives, shipping fees and sales tax. Platform-wide discounts are made available to all buyers on the online marketplace, and impact commissions paid to consignors. Buyer incentives apply to specific buyers and consist of coupons or promotions that offer credits in connection with purchases on our platform. In addition to revenue, we believe this is an important measure of the scale and growth of our online marketplace and a key indicator of the health of our consignor ecosystem. We monitor trends in GMV to inform budgeting and operational decisions to support and promote growth in our business and to monitor our success in adapting our business to meet the needs of our consignors and buyers. While GMV is the primary driver of our revenue, it is not a proxy for revenue or revenue growth (see Note 2-Summary of Significant Accounting Policies-Revenue Recognition-Consignment Revenue).
Net Merchandise Value ("NMV")
NMV represents the value of sales from both consigned goods and our inventory net of platform-wide discounts less product returns and order cancellations and excludes the effect of buyer incentives, shipping fees and sales tax. We believe NMV is a supplemental measure of the scale and growth of our online marketplace. Like GMV, NMV is not a proxy for revenue or revenue growth.
Consignment Revenue
Consignment revenue is generated from the sale of pre-owned luxury goods through our online marketplace and retail stores on behalf of consignors. We retain a portion of the proceeds received, which we refer to as our take rate. We recognize consignment revenue, net of allowances for product returns, order cancellations, buyer incentives and adjustments. We also generate revenue from subscription fees paid by buyers for early access to products.
Direct Revenue
Direct revenue is generated from the sales of company-owned inventory. We recognize direct revenue upon shipment of the goods sold, based on the gross purchase price net of allowances for product returns, buyer incentives and adjustments.
Shipping Services Revenue
Shipping services revenue is generated from shipping fees we charge to buyers for outbound shipping and handling activities related to delivering purchased items to our buyers. We also generate shipping services revenue from the shipping
fees for consigned products returned by our buyers to us within policy. We recognize shipping services revenue over time as the shipping activity occurs, net of immaterial buyer incentives. Shipping services revenue excludes the effect of sales tax.
Number of Orders
Number of orders means the total number of orders placed across our online marketplace and retail stores in a given period. We do not reduce number of orders to reflect product returns or order cancellations.
Take Rate
Take rate is a key driver of our revenue and provides comparability to other marketplaces. The numerator used to calculate our take rate is equal to net consignment sales and the denominator is equal to the numerator plus consignor commissions. Net consignment sales represent the value of sales from consigned goods net of platform-wide discounts less consignor commission, product returns and order cancellations. We exclude direct revenue from our calculation of take rate because direct revenue represents the sale of inventory owned by us, which costs are included in cost of direct revenue. Our take rate reflects the high level of service that we provide to our consignors across multiple touch points and the consistently high velocity of sales for their goods. We continue to assess our take rate structure and may implement further changes in the future.
Our take rate structure is primarily based on the category and the price point of the sold items. For example, under the current take rate structure, consignors can earn 20% commission on all sold items under $100, and up to 90% commission on watches sold for over $7,500. We launched a pricing tool for our consignors that provides detail on commission rates for specific categories and other aspects of the take rate structure. Consignors are eligible to receive additional commissions based on total net sales under an added tiered commission structure. Management assesses changes in take rates by monitoring the volume of GMV and take rate across each discrete commission grouping, encompassing commission tiers and exceptions.
Active Buyers
Active buyers include buyers who purchased goods through our online marketplace during the 12 months ended on the last day of the period presented, irrespective of returns or cancellations. We believe this metric reflects scale, brand awareness, buyer acquisition and engagement.
Average Order Value ("AOV")
AOV means the average value of all orders placed across our online marketplace and retail stores, excluding the effect of buyer incentives, shipping fees and sales taxes. Our focus on luxury goods across multiple categories drives a consistently strong AOV. Our AOV reflects both the average price of items sold as well as the number of items per order. Our AOV is a key driver of our operating leverage.
Components of our Operating Results
Revenue
Our revenue is comprised of consignment revenue, direct revenue and shipping services revenue.
Consignment revenue. We generate the substantial majority of our revenue from the sale of pre-owned luxury goods through our online marketplace and retail stores on behalf of consignors. For consignment sales, we retain a percentage of the proceeds received, which we refer to as our take rate. We recognize consignment revenue, net of allowances for product returns, order cancellations, buyer incentives and adjustments. Additionally, we generate revenue from subscription fees paid by buyers for early access to products, but to date our subscription revenue has not been material.
Direct revenue. We generate direct revenue from the sale of items that we own, which we refer to as our inventory. We generally acquire inventory when we accept out of policy returns from buyers and when we make direct purchases from businesses and consignors. We recognize direct revenue upon shipment based on the gross purchase price paid by buyers for goods, net of allowances for product returns, buyer incentives and adjustments.
Shipping services revenue. We generate shipping services revenue from the outbound shipping and handling fees we charge when delivering purchased items to our buyers. We also generate shipping services revenue from the shipping fees for consigned products returned by our buyers to us within policy. We recognize shipping services revenue over time as the shipping activity occurs, net of immaterial buyer incentives. Shipping services revenue excludes the effect of sales tax.
Cost of Revenue
Cost of consignment revenue consists of credit card fees, packaging, customer service personnel-related costs, website hosting services, and consignor inventory adjustments related to lost or damaged products. Cost of direct revenue consists of the cost of goods sold, credit card fees, packaging, customer service personnel-related costs, website hosting services, and inventory adjustments for lower of cost or net realizable value provisions and for lost or damaged products. Cost of shipping services revenue consists of the outbound shipping and handling costs to deliver purchased items to our buyers, the shipping costs for consigned products returned by our buyers to us within policy, and an allocation of the credit card fees associated with the shipping fee charged.
Marketing
Marketing expense comprises the cost of acquiring and retaining consignors and buyers, including the cost of television, digital and direct mail advertising. Marketing expense also includes personnel-related costs for employees engaged in these activities. We expect these expenses to continue to decrease as a percentage of revenue over the longer term.
Operations and Technology
Operations and technology expense principally includes personnel-related costs for employees involved with the authentication, merchandising and fulfillment of goods sold through our online marketplace and retail stores, as well as our general information technology expense. Operations and technology expense also includes allocated facility and overhead costs, costs related to our retail stores, facility supplies, inbound consignment shipping costs and depreciation of hardware and equipment, as well as research and development expense for technology associated with managing and improving our operations. We capitalize a portion of our proprietary software and technology development costs. As such, operations and technology expense also includes amortization of capitalized technology development costs. We expect operations and technology expense to increase in future periods to support our growth, including continuing to invest in automation and other technology improvements to support and drive efficiency in our operations. These expenses may vary from year to year as a percentage of revenue, depending primarily upon when we choose to make more significant investments. We expect these expenses to continue to decrease as a percentage of revenue over the longer term.
Selling, General and Administrative
Selling, general and administrative expense is principally comprised of personnel-related costs for our sales professionals and employees involved in finance and administration. Selling, general and administrative expense also includes allocated facilities and overhead costs and professional services, including accounting and legal advisors. We expect these expenses to continue to decrease as a percentage of revenue over the longer term.
Restructuring
Restructuring expense is primarily comprised of right-of-use asset and fixed asset impairments, severance benefits, and other related charges, including net gain on lease terminations. Impairment losses are measured and recorded for the excess of carrying value over its fair value, estimated based on expected future cash flows using discount rate and other quantitative and qualitative factors. The assumptions used such as projected future cash flows, discount rates, and determination of appropriate market comparable, are subject to volatility and may differ from actual results.
Provision for Income Taxes
Our provision for income taxes consists primarily of state minimum taxes in the United States. We have a full valuation allowance for our net deferred tax assets primarily consisting of net operating loss carryforwards, accruals and reserves, stock-based compensation, fixed assets, and other book-to-tax timing differences. We expect to maintain this full valuation allowance for the foreseeable future.
Results of Operations
The results of operations presented below should be reviewed in conjunction with the financial statements and notes included elsewhere in the Annual Report. Prior year comparisons for 2024 and 2023 are included in "Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The following tables set forth our results of operations (in thousands) and such data as a percentage of revenue for the periods presented:
Year Ended December 31,
2025 2024 2023
(In thousands)
Revenue:
Consignment revenue $ 535,877 $ 473,396 $ 415,572
Direct revenue
91,091 64,580 79,160
Shipping services revenue 65,877 62,508 54,572
Total revenue
692,845 600,484 549,304
Cost of revenue:
Cost of consignment revenue 56,582 53,801 58,120
Cost of direct revenue
70,682 55,809 74,343
Cost of shipping services revenue 48,759 43,353 40,563
Total cost of revenue
176,023 152,963 173,026
Gross profit 516,822 447,521 376,278
Operating expenses:
Marketing
63,251 55,256 58,275
Operations and technology
275,916 260,827 257,041
Selling, general and administrative
201,589 187,737 183,793
Restructuring charges
- 196 43,462
Total operating expenses
540,756 504,016 542,571
Loss from operations (23,934) (56,495) (166,293)
Change in fair value of warrant liability
(35,769) (68,167) -
Gain on extinguishment of debt
40,785 4,177 -
Interest income 4,257 7,943 8,805
Interest expense (27,701) (21,384) (10,701)
Other income, net
926 - -
Loss before provision for income taxes (41,436) (133,926) (168,189)
Provision for income taxes 363 276 283
Net loss $ (41,799) $ (134,202) $ (168,472)
Year Ended December 31,
2025 2024 2023
Revenue:
Consignment revenue 77 % 79 % 76 %
Direct revenue
13 11 14
Shipping services revenue 10 10 10
Total revenue
100 100 100
Cost of revenue:
Cost of consignment revenue 8 9 11
Cost of direct revenue
10 9 14
Cost of shipping services revenue 7 7 7
Total cost of revenue
25 25 32
Gross profit 75 75 68
Operating expenses:
Marketing
9 9 11
Operations and technology
40 43 47
Selling, general and administrative
29 31 33
Restructuring charges
- - 8
Total operating expenses
78 83 99
Loss from operations (3) (8) (31)
Change in fair value of warrant liability
(5) (11) -
Gain on extinguishment of debt
6 1 -
Interest income 1 1 2
Interest expense (4) (4) (2)
Other income, net
- - -
Loss before provision for income taxes (5) (21) (31)
Provision for income taxes - - -
Net loss (5) % (21) % (31) %
Comparison of 2025 and 2024
Consignment Revenue
Year Ended December 31, Change
2025 2024 Amount %
(In thousands, except percentage)
Consignment revenue
$ 535,877 $ 473,396 $ 62,481 13 %
Consignment revenue increased by $62.5 million, or 13%, in 2025 compared to 2024. The increase in revenue was driven primarily by a 15% increase in consignment GMV in the year ended December 31, 2025.
Our take rate decreased to 37.7% from 38.4% during the year ended December 31, 2025 compared to last year due to sales mix into higher value items.
Direct Revenue
Year Ended December 31, Change
2025 2024 Amount %
(In thousands, except percentage)
Direct revenue $ 91,091 $ 64,580 $ 26,511 41 %
Direct revenue increased by $26.5 million, or 41%, in 2025 compared to 2024. The increase was primarily driven by higher sales of items acquired from businesses, individual sellers, and from out of policy returns. Direct revenue as a percentage of total revenue may vary from period to period primarily based on the amount of consignment revenue.
Shipping Services Revenue
Year Ended December 31, Change
2025 2024 Amount %
(In thousands, except percentage)
Shipping services revenue $ 65,877 $ 62,508 $ 3,369 5 %
Shipping services revenue increased by $3.4 million, or 5%, in 2025 compared to 2024 primarily due to a 7% increase in the number of orders in the year ended December 31, 2025.
Cost of Consignment Revenue
Year Ended December 31, Change
2025 2024 Amount %
(In thousands, except percentage)
Cost of consignment revenue $ 56,582 $ 53,801 $ 2,781 5 %
As a percent of consignment revenue 11 % 11 %
Cost of consignment revenue increased by $2.8 million, or 5%, in 2025 compared to 2024, driven by higher consignment volume, partially offset by increased operational efficiencies.
Consignment revenue gross margin increased by 81 basis points in the year ended December 31, 2025 compared to the year ended December 31, 2024, driven by the increase in consignment revenue and increased operational efficiencies.
Cost of Direct Revenue
Year Ended December 31, Change
2025 2024 Amount %
(In thousands, except percentage)
Cost of direct revenue $ 70,682 $ 55,809 $ 14,873 27 %
As a percent of direct revenue 78 % 86 %
Cost of direct revenue increased by $14.9 million, or 27%, in 2025 compared to 2024. The increase was primarily attributable to the increase in direct revenue compared to the prior year, partially offset by improved sell-through and less discounting.
Direct revenue gross margin increased by 882 basis points in the year ended December 31, 2025 compared to the year ended December 31, 2024. This improvement was primarily the result of the increase in direct revenue and improved product margins, which were attributed to planned inventory purchases of higher value items that have higher product margins.
Cost of Shipping Services Revenue
Year Ended December 31, Change
2025 2024 Amount %
(In thousands, except percentage)
Cost of shipping services revenue $ 48,759 $ 43,353 $ 5,406 12 %
As a percent of shipping services revenue 74 % 69 %
Cost of shipping services revenue increased by $5.4 million, or 12%, in the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to a 7% increase in the number of orders and higher carrier costs.
Shipping services revenue gross margin decreased by 466 basis points in the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to higher carrier costs.
Total Gross Margin
Our total gross margin remained flat in the year ended December 31, 2025 compared to the year ended December 31, 2024. Gross margin may vary from period to period.
Marketing
Year Ended December 31, Change
2025 2024 Amount %
(In thousands, except percentage)
Marketing $ 63,251 $ 55,256 $ 7,995 14 %
Marketing expense increased by $8.0 million, or 14%, in 2025 compared to 2024. The increase was primarily due to increased advertising costs.
As a percentage of revenue, marketing expense remained flat at 9% in 2025 and 2024. These expenses may vary from period to period as a percentage of revenue, depending primarily upon our marketing investments.
Operations and Technology
Year Ended December 31, Change
2025 2024 Amount %
(In thousands, except percentage)
Operations and technology $ 275,916 $ 260,827 $ 15,089 6 %
Operations and technology expense increased by $15.1 million, or 6%, in 2025 compared to 2024. The increase was driven by higher employee costs due to increased volume compared to the prior period.
As a percentage of revenue, operations and technology expense decreased to 40% in 2025 from 43% in 2024 due to an increase in consignment revenue and improved operating efficiencies in our authentication centers. These expenses may vary from period to period as a percentage of revenue, depending primarily upon when we choose to make more significant investments. We expect these expenses to decrease as a percentage of revenue over the longer term.
Selling, General and Administrative
Year Ended December 31, Change
2025 2024 Amount %
(In thousands, except percentage)
Selling, general and administrative $ 201,589 $ 187,737 $ 13,852 7 %
Selling, general and administrative expense increased by $13.9 million, or 7%, in 2025 compared to 2024. The increase was primarily due to increased employee costs, primarily offset by a decrease in legal fees.
As a percentage of revenue, selling, general and administrative decreased to 29% in 2025 from 31% in 2024. These expenses may vary from period to period as a percentage of revenue. We expect these expenses to decrease as a percentage of revenue over the longer term.
Restructuring
Year Ended December 31, Change
2025 2024 Amount %
(In thousands, except percentage)
Restructuring
$ - $ 196 $ (196) (100) %
We did not incur any restructuring charges during the year ended December 31, 2025, compared to the $0.2 million incurred during the year ended December 31, 2024.
Change in Fair Value of Warrant Liability
Year Ended December 31,
Change
2025 2024 Amount %
(In thousands, except percentage)
Change in fair value of warrant liability
$ (35,769) $ (68,167) $ 32,398 (48) %
The Company issued warrants to acquire an aggregate of up to 7,894,737 shares (subject to adjustment in accordance with the terms of the warrants) of the Company's common stock as part of the 2024 Note Exchange in February 2024. The warrant liability is subsequently re-measured to fair value at each reporting date with changes in the fair value included in earnings. During the year ended December 31, 2025, we incurred a loss of $35.8 million due to the increase in the fair value of the warrants outstanding at December 31, 2025. The increase in the fair value of the warrant liability was primarily driven by an increase in the Company's stock price during the period, which resulted in a higher valuation of the warrants.
Gain on Extinguishment of Debt
Year Ended December 31,
Change
2025 2024 Amount %
(In thousands, except percentage)
Gain on extinguishment of debt
$ 40,785 $ 4,177 $ 36,608 100 %
Gain on extinguishment of debt increased by $36.6 million, or over 100% in 2025 compared to 2024. The increase was due to the gain recorded from the extinguishment of the 2025 Exchanged Notes (as defined below) and the issuance of the 2031 Notes during the year ended December 31, 2025 (See Note 7 - Convertible Senior Notes, Net).
Interest Income
Year Ended December 31, Change
2025 2024 Amount %
(In thousands, except percentage)
Interest income $ 4,257 $ 7,943 $ (3,686) (46) %
Interest income decreased by $3.7 million, or 46%, in the year ended December 31, 2025 compared to the year ended December 31, 2024 due to lower average cash balances.
Interest Expense
Year Ended December 31, Change
2025 2024 Amount %
(In thousands, except percentage)
Interest expense $ (27,701) $ (21,384) $ 6,317 30 %
Interest expense increased by $6.3 million, or 30%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase was due to the full-period impact of the 2029 Notes during the year ended December 31, 2025 compared to a partial period of interest expense during the year ended December 31, 2024, as well as the issuance of the 2031 Notes in February 2025 and August 2025.
Liquidity and Capital Resources
As of December 31, 2025, we had cash and cash equivalents of $151.2 million and an accumulated deficit of $1,295.6 million. We had restricted cash of $14.8 million as of December 31, 2025, consisting of cash deposited with a financial institution as collateral for our letters of credit, facility leases and credit cards. Since our inception, we have historically generated negative cash flows from operations and have primarily financed our operations through equity and convertible debt financings. However, during the years ended December 31, 2025 and 2024, we achieved positive cash flow from operations.
In July 2019, we received net proceeds of $315.5 million upon completion of our IPO on July 2, 2019. In June 2020, we received net proceeds of $143.3 million from the issuance of our 2025 Notes and the related capped call transactions. In March 2021, we received net proceeds of $244.5 million from our 2028 Notes and the related capped call transactions. In February 2024, we exchanged $145.8 million of our 2025 Notes and $6.5 million of our 2028 Notes for $135.0 million in aggregate principal amount of the 2029 Notes (the "2024 Note Exchange") (see Note 6 - Non-convertible Notes, Net). In February 2025, we exchanged $183.3 million aggregate principal amount of the 2028 Notes for $146.7 million aggregate principal amount of our 2031 Notes (the "February 2025 Note Exchange") (see Note 7 - Convertible Senior Notes, Net). In June 2025, the 2025 Notes matured, and the Company repaid the outstanding principal amount and accrued interest in full. The total cash payment upon maturity was $27.2 million, which included the outstanding principal amount and accrued interest through the maturity date. In August 2025, we exchanged $49.5 million aggregate principal amount of the 2028 Notes for $43.4 million aggregate principal amount of additional 2031 Notes (the "August 2025 Note Exchange") (see Note 7 - Convertible Senior Notes, Net). As a result of the 2024 Note Exchange and the 2025 Note Exchanges, we significantly extended the average maturity date of our outstanding indebtedness.
We expect that operating losses from operations may continue in the foreseeable future. We believe our existing cash and cash equivalents as of December 31, 2025 will be sufficient to meet our working capital and capital expenditures needs for at least the next 12 months.
Our primary capital requirements include contractual obligations related to our operating leases, our indebtedness, certain non-cancellable contracts and compensation and benefits payments to support our strategic plans. Our future capital requirements will depend on many factors, including, but not limited to, those set forth under the heading "Risk Factors" in this Annual Report, and our ability to grow our revenues and the timing of investments to support growth in our business, such as the build-out of our authentication centers and, to a lesser extent, the opening of new retail stores. We may seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, financial condition and results of operations could be adversely affected.
Cash Flows
The following table summarizes our cash flows for the periods indicated. Prior year comparisons are included in "Park II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Year Ended December 31,
2025 2024 2023
(In thousands)
Net cash (used in) provided by:
Operating activities
$ 37,010 $ 26,846 $ (61,268)
Investing activities
(29,224) (25,587) (42,128)
Financing activities
(28,870) (4,759) 226
Net decrease in cash, cash equivalents and restricted cash
$ (21,084) $ (3,500) $ (103,170)
Net Cash Provided by Operating Activities
During 2025, net cash provided by operating activities was $37.0 million, which consisted of a net loss of $41.8 million, adjusted by $88.1 million of non-cash inflows and cash outflows due to a net change of $9.3 million in our operating assets and liabilities. The net change in our operating assets and liabilities was primarily the result of cash outflows due to a decrease of $22.2 million in operating lease liabilities, an increase of $12.5 million in accounts receivable, and an increase of $9.5 million in inventory, partially offset by cash inflows due to an increase of $21.8 million
in consignor payables and an increase of $12.7 million in other accrued and current liabilities. Our primary uses of cash in operating activities include operating costs such as operating lease obligations, compensation and benefits, marketing, and other expenditures necessary to support our business growth.
Net Cash Used in Investing Activities
During 2025, net cash used in investing activities was $29.2 million, which primarily consisted of $18.6 million for purchases of property and equipment, net, including leasehold improvements, and $12.9 million for capitalized proprietary software costs.
Net Cash Used in Financing Activities
During 2025, net cash used in financing activities was $28.9 million, which primarily consisted of cash outflows of a $26.7 million repayment of our 2025 Notes and a $6.6 million payment for debt issuance costs related to the 2025 Note Exchanges, partially offset by $1.9 million cash received due to settlement of Capped Calls in conjunction with the 2025 Note Exchanges.
Convertible Senior Notes
In connection with the February 2025 Note Exchange, on February 10, 2025, we entered into private, separately negotiated transactions and issued $146.7 million in aggregate principal amount of our 2031 Notes in exchange for $183.3 million in aggregate principal amount of our 2028 Notes.
In connection with the August 2025 Note Exchange, on August 20, 2025, we entered into private, separately negotiated transactions and issued an additional $43.4 million in aggregate principal amount of our 2031 Notes in exchange for $49.5 million in aggregate principal amount of our 2028 Notes.
As of December 31, 2025, we had 2028 Notes outstanding in an aggregate principal amount of $48.2 million. As a result of the 2025 Note Exchanges, as of December 31, 2025, we had 2031 Notes outstanding in an aggregate principal amount of $190.1 million (together, the "Convertible Senior Notes"). A portion of the net proceeds from the sale of the 2028 Notes was used to fund the net cost of entering into the capped call transactions described below. We did not receive any cash proceeds from the issuance of the 2031 Notes in the 2025 Note Exchanges.
The 2028 Notes are convertible into cash, shares of our common stock or a combination of cash and shares of our common stock, at the Company's election, at an initial conversion rate of 31.4465 shares of our common stock per $1,000 principal amount of the 2028 Notes, which is equivalent to an initial conversion price of approximately $31.80 per share of our common stock. The 2031 Notes are convertible into cash, shares of our common stock or a combination of cash and shares of our common stock, at the Company's election, at an initial conversion rate of 95.5795 shares of common stock per $1,000 principal amount, which is equivalent to an initial conversion price of approximately $10.46 per share of our common stock.
In connection with the issuance of the 2028 Notes, we entered into privately negotiated capped call transactions, with certain of the initial purchasers or their affiliates. The capped call transactions cover, subject to anti-dilution adjustments, the number of shares of common stock underlying the 2028 Notes sold in the offering. The capped call transactions are generally expected to reduce potential dilution to our common stock upon any conversion of the notes and/or offset any cash payments we are required to make in excess of the principal amount of the converted 2028 Notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the capped call transactions related to the 2028 Notes was initially $48.00 per share, which represents a premium of 100.0% over the closing price of our common stock of $24.00 per share on March 3, 2021, and is subject to certain adjustments under the terms of the capped call transactions.
For additional details related to our Convertible Senior Notes and the 2025 Note Exchanges, please see "Note 7 - Convertible Senior Notes, Net" to the financial statements included in this report.
2029 Notes and Warrants
On February 29, 2024, the Company entered into exchange agreements with certain holders (the "Exchange Holders") of its then outstanding 2025 Notes and 2028 Notes to exchange (i) $145.8 million in aggregate principal amount of the 2025 Notes and (ii) $6.5 million in aggregate principal amount of the 2028 Notes (together, the "Exchanged Notes")
for $135.0 million in aggregate principal amount of the Company's 4.25%/8.75% PIK/Cash Senior Secured Notes due 2029 (the "2029 Notes"), pursuant to the 2029 Notes Indenture. The 2029 Notes bear interest at a rate of 13.00% per annum, consisting of cash interest at a rate of 8.75% per annum payable semi-annually in arrears and payment in-kind interest at a rate of 4.25% per annum payable semi-annually. The 2029 Notes will mature on the earlier of (a) March 1, 2029 and (b) any date, if any, on or after December 1, 2027 on which (a) the aggregate principal amount of the 2028 Notes then outstanding is greater than $20 million and (b) the difference between (i) the amount of unrestricted cash and cash equivalents held by the Company and its subsidiaries (if any) as of such date of determination and (ii) the aggregate principal amount of 2028 Notes outstanding as of such date of determination is less than $75 million. In connection with the 2024 Note Exchange, the Company issued Warrants to acquire an aggregate of up to 7,894,737 shares (subject to adjustment in accordance with the terms of the warrants) of the Company's common stock to the holders of the Exchanged Notes at an exercise price of $1.71, subject to certain cashless exercise provisions and adjustment in accordance with the terms of the Warrants (see "Note 4 - Fair Value Measurement" to the financial statements included in this report for further details on the terms of the Warrants).
For additional details related to our 2029 Notes, please see "Note 6 - Non-convertible Notes, Net" to the financial statements included in this report.
Non-GAAP Financial Measures
Adjusted EBITDA
Adjusted EBITDA is a key performance measure that our management uses to assess our operating performance. Because Adjusted EBITDA facilitates internal comparisons of our historical operating performance on a more consistent basis, we use this measure as an overall assessment of our performance, to evaluate the effectiveness of our business strategies and for business planning purposes and for incentive and compensation purposes. Adjusted EBITDA may not be comparable to similarly titled metrics of other companies.
Adjusted EBITDA means net loss before interest income, interest expense, provision for income taxes, and depreciation and amortization, further adjusted to exclude stock-based compensation, payroll taxes on employee stock transactions, restructuring, CEO separation benefits and transition costs, gain on extinguishment of debt, change in fair value of warrant liability, legal settlements, and certain one time expenses. Adjusted EBITDA provides a basis for comparison of our business operations between current, past and future periods by excluding items that we believe are not indicative of our core operating performance. Adjusted EBITDA is a non-GAAP measure. Adjusted EBITDA has certain limitations as the measure excludes the impact of certain expenses that are included in our statements of operations that are necessary to run our business and should not be considered as an alternative to net loss or any other measure of financial performance calculated and presented in accordance with GAAP.
In particular, the exclusion of certain expenses in calculating Adjusted EBITDA facilitates operating performance comparisons on a period-to-period basis and, in the case of exclusion of the impact of stock-based compensation and the related employer payroll tax expense on employee stock transactions, excludes an item that we do not consider to be indicative of our core operating performance. Investors should, however, understand that stock-based compensation and the related employer payroll tax expense will be a significant recurring expense in our business and an important part of the compensation provided to our employees. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.
The following table provides a reconciliation of net loss to Adjusted EBITDA (in thousands):
Year Ended December 31,
2025 2024 2023
(In thousands)
Adjusted EBITDA Reconciliation:
Net loss $ (41,799) $ (134,202) $ (168,472)
Add (deduct):
Depreciation and amortization
33,004 33,100 31,695
Interest income (4,257) (7,943) (8,805)
Interest expense (1)
27,701 21,384 10,701
Provision for income taxes 363 276 283
EBITDA 15,012 (87,385) (134,598)
Stock-based compensation
28,943 29,082 34,273
CEO separation benefits and transition costs (2)
- 782 159
Payroll taxes on employee stock transactions 1,454 371 195
Legal settlements (3)
- 600 1,340
Restructuring (4)
- 196 43,462
Gain on extinguishment of debt (5)
(40,785) (4,177) -
Change in fair value of warrant liability(6)
35,769 68,167 -
One time expenses (7)
1,711 1,672 -
Adjusted EBITDA $ 42,104 $ 9,308 $ (55,169)
(1) As of December 31, 2025 and December 31, 2024, interest expense includes $6.0 million and $4.8 million of PIK interest, respectively, which is a non-cash interest expense. PIK interest is added to the principal balance of the 2029 Notes semi-annually.
(2) The CEO separation benefits and transition costs for the year ended December 31, 2024 consist of severance and benefits payable to John Koryl pursuant to his separation agreement. The CEO separation benefits and transition costs for the year ended December 31, 2023 consists of retention bonuses for certain executives incurred in connection with our founder's resignation in 2022.
(3) The legal settlement charges for the year ended December 31, 2023 reflect legal settlement expenses arising from the settlement of two former employees' individual claims and California Private Attorney General Actions initiated against the Company on behalf of such former employees and those similarly situated.
(4) Restructuring for the year ended December 31, 2023 consists of impairment of right-of-use assets and property and equipment, employee severance charges, gain on lease terminations, and other charges, including legal and transportation expenses in connection with the savings plan implemented in February 2023.
(5) The gain on extinguishment of debt for the year ended December 31, 2025 reflects the difference between the carrying value of the 2025 Exchanged Notes and the fair value of the 2031 Notes. The gain on extinguishment of debt for the year ended December 31, 2024 reflects the difference between the carrying value of the 2024 Exchanged Notes and the fair value of the 2029 Notes.
(6) The change in fair value of warrant liability for the years ended December 31, 2025 and December 31, 2024 reflects the remeasurement of the Warrants issued by the Company in connection with the 2024 Note Exchange in February 2024.
(7) One time expenses for the year ended December 31, 2025 consist of employee severance costs associated with a departmental reorganization, including certain executives, recorded within Marketing and Selling, General and Administrative expenses on the statements of operations. One time expenses for the year ended December 31, 2024 consists of vendor services settlement and estimated losses, net of estimated insurance recoveries related to the fire at one of our New Jersey authentication centers. See "Note 12 - Commitments and Contingencies" in the notes to the audited financial statements for disclosure regarding the event.
Material Contractual and Other Obligations
Our materialcontractual and other obligations as of December 31, 2025 consist of:
Operating Leases. As of December 31, 2025, our cash requirements related to our operating leases on our authentication centers, retail stores, and corporate offices that are included in our balance sheet were $104.6 million, of which $30.1 million is expected to be paid within the next 12 months.
Convertible Senior Notes.As of December 31, 2025, our cash requirements related to our Convertible Senior Notes that are included on our balance sheet and the related periodic interest payments were $281.3 million, of which $8.1 million is expected to be paid within the next 12 months. Our 2028 Notes will mature on March 1, 2028, unless earlier redeemed or repurchased by the Company or converted and our 2031 Notes will mature on February 15, 2031, unless earlier redeemed or repurchased by the Company or converted.
Non-convertible Notes.As of December 31, 2025, our cash requirements related to our Non-convertible Notes that are included on our balance sheet and the related periodic interest payments were $213.6 million, of which $12.7 million is expected to be paid within the next 12 months.
Non-cancellable purchase commitments. Our cash requirements related to certain other non-cancellable purchase commitments associated primarily with software services and hosting arrangements, were approximately $17.2 million, of which approximately $9.2 million is expected to be paid within the next 12 months.
Critical Accounting Estimates
Our management's discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with United States generally accepted accounting principles. The preparation of these financial statements requires our management to make judgments and estimates that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenue generated, and expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these judgments and estimates under different assumptions or conditions and any such differences may be material.
While our significant accounting policies are more fully described in Note 2-Summary of Significant Accounting Policies, we believe that the accounting estimates discussed below require the most significant management judgment.
2025 Note Exchanges
During the year ended December 31, 2025, we accounted for the February 2025 Note Exchange and August 2025 Note Exchange as debt extinguishments and recorded gains on extinguishment of $37.1 million and $3.7 million, respectively, as the difference between the carrying amount of the respective Exchanged Notes and the fair value of the 2031 Notes issued in the respective 2025 Note Exchanges. The fair value of the 2031 Notes is considered a critical estimate because of the judgment required in the valuation methods utilized and in assessing an interest rate that would be available to the Company for a similar debt instrument.
2024 Note Exchange
During the yearended December 31, 2024, we accounted for the 2024 Note Exchange as a debt extinguishment and recorded a gain on extinguishment as the difference between the carrying amount of the Exchanged Notes and the fair value of the 2029 Notes. We estimated fair value of the 2029 Notes by using projected future payments of interest and principal discounted at the effective yield. The fair value of the 2029 Notes is considered a critical estimate because the judgment in the valuation methods utilized and assessing an interest rate that would be available to us for a similar debt instrument.
Warrants
The Warrants are accounted for as liabilities under ASC 480 as the warrants may be required to be settled in cash in case of a fundamental change, which could occur outside of our control. The fair value of the warrant liability is estimated using the Black-Scholes-Merton option-pricing model, which incorporates inherent uncertainties and generally requires significant judgment including factors such as the risk-free interest rate and the expected volatility of the price of the underlying stock. Changes in fair value are recognized on our statements of operations.
Recent Accounting Pronouncements
See Note 2, "Summary of Significant Accounting Policies" to our financial statements included elsewhere in this Annual Report on Form 10-K for recently issued accounting pronouncements not yet adopted as of the date of this Annual Report on Form 10-K.
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